Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Our Common Stock is listed on the Nasdaq Capital Market under the symbol “WSC.” Our certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $0.0001 per share.
−Removed: The Company had 183,564,899 shares of Common Stock issued and outstanding as of December 31, 2024.
−Removed: The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable.
−Removed: Preferred Stock
−Removed: Our certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $0.0001 per share.
−Removed: As of December 31, 2024, no shares of Preferred Stock were issued and outstanding, and no designation of rights and preferences of preferred stock had been adopted.
−Removed: As of February 13, 2025, there were 27 holders of record of our Common Stock and no holders of record of our Preferred Stock.
+Added: Our Common Stock is listed on the Nasdaq Capital Market under the symbol “WSC.” The Company had 181,184,438 shares of Common Stock issued and outstanding as of December 31, 2025.
+Added: As of February 13, 2026, there were 26 holders of record of our Common Stock.
The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Common Stock are held of record by banks, brokers and other financial institutions.
1 unchanged sentence
We have strong recurring cash flows, which give us flexibility in how we allocate capital, and we review the appropriate mix of growth investments, debt reduction, and returns to shareholders on an ongoing basis.
−Removed: On February 18, 2025, our Board of Directors declared a quarterly dividend of $0.07 per share as part of a recurring quarterly dividend program.
+Added: On February 18, 2025, our Board of Directors approved a quarterly dividend program.
Our Board of Directors will regularly assess the cash dividend program with a long-term focus on increasing the dividend payment over time.
−Removed: The declaration, amount and payment of future dividends will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors.
−Removed: In September 2024, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents.
−Removed: The stock repurchase program does not obligate us to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations.
+Added: The declaration, amount and payment of future dividends will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by our Board of Directors.
+Added: Dividends are subject to requirements of the ABL Facility, the indentures governing our Senior Secured Notes, and Delaware law.
+Added: In September 2024, our Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents.
+Added: The stock repurchase program does not obligate us to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, and other considerations.
+Added: We may repurchase our shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at our discretion.
+Added: The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time and remains subject to the discretion of our Board of Directors.
+Added: The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in our ABL Facility and the indentures governing our Senior Secured Notes.
As of December 31, 2025, $724.3 million of the $1.0 billion share repurchase authorization remained available for use.
6 unchanged sentences
Performance Graph
−Removed: The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under such acts.
−Removed: The graph below compares the cumulative total return of our Common Stock from January 1, 2020 through December 31, 2024, with the comparable cumulative return of two indices:
−Removed: the S&P MidCap 400 Index and the Russell 1000 Index.
−Removed: The graph plots the growth in value of an initial investment of $100 in each of our common shares, the S&P MidCap 400 Index and the Russell 1000 Index over the indicated time periods, and as sumes reinvestment of all dividends, if any, paid on the securities.
−Removed: F rom January 1, 2020 through December 31, 2024 , we did not pay cash dividends and, therefore, the cumulative total return calculation for us is based solely upon share price appreciation and not upon reinvestment of cash dividends.
+Added: The following graph compares the cumulative total return of our Common Stock based on the December 31 share price from 2020 through 2025 with the cumulative total return of companies comprising the S&P MidCap 400 Index ("S&P 400"), the S&P SmallCap 600 Index ("S&P 600"), and the Russell 1000 Index, which includes our peer group of issuers.
+Added: We began presenting the cumulative return of the S&P 600 in 2025, as the S&P 600 includes companies with comparable market capitalization.
+Added: The graph plots the growth in value of an initial investment of $100 in each of our common shares, the S&P 400, the S&P 600, and the Russell 1000 Index over the indicated time periods, and as sumes reinvestment of dividends, if any, paid on the securities.
+Added: We began paying dividends for the first time during 2025, and the graph includes reinvestment of dividends for the Company beginning in 2025.
The share price performance shown on the graph is not necessarily indicative of future price performance.
+Added: 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
+Added: WillScot $100.00 $176.26 $194.95 $192.06 $144.37 $82.18
+Added: S&P MidCap 400 Index $100.00 $124.73 $108.37 $126.13 $143.65 $154.40
+Added: S&P SmallCap 600 Index $100.00 $126.74 $106.28 $123.22 $133.87 $141.88
+Added: Russell 1000 Index $100.00 $126.43 $102.24 $129.33 $161.02 $188.95
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.